Common use of Redenomination Clause in Contracts

Redenomination. If the applicable Pricing Supplement permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders or Couponholders, on giving at least 30 days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear and Clearstream, Luxembourg in accordance with Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Beginning on the Redenomination Date, notwithstanding the other provisions of the Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are Floating-Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 13. The circumstances and consequences described in this Condition 6 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose or impracticability) or any other claim for compensation, damages or any other relief.

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing Principal Agent and Principal Paying Agent, Euroclear and Clearstream, Luxembourg the Relevant Clearing System in accordance with Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division subdivision of the euro. Notwithstanding the foregoing, Bearer Notes will not be redenominated at the election of the Issuer pursuant to this Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1. 163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the Terms and Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01€50,000, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division subdivision of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are FloatingNotes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 1314. The circumstances and consequences described in this Condition 6 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing Principal Agent and Principal Paying Agent, Euroclear and Clearstream, Luxembourg the Relevant Clearing Systems in accordance with Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, Bearer Notes will not be redenominated at the election of the Issuer pursuant to this Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the Terms and Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01€50,000, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are FloatingNotes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-euro- denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 1314. The circumstances and consequences described in this Condition 6 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing Principal Agent and Principal Paying Agent, Euroclear and Clearstream, Luxembourg the Relevant Clearing System in accordance with Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, Bearer Notes will not be redenominated at the election of the Issuer pursuant to this Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1. 163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the Terms and Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01€50,000, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are FloatingNotes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 1314. The circumstances and consequences described in this Condition 6 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing Principal Agent and Principal Paying Agent, Euroclear and Clearstream, Luxembourg the Relevant Clearing Systems in accordance with Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, Bearer Notes will not be redenominated at the election of the Issuer pursuant to this Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the Terms and Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01€50,000, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are FloatingNotes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 1314. The circumstances and consequences described in this Condition 6 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.

Redenomination. If (i) The Issuer may (if so specified in the applicable Pricing Supplement permits redenominationFinal Terms), Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issueron any Interest Payment Date, without the consent of the Noteholders, Receiptholders or Couponholders, on by giving at least 30 days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear and Clearstream, Luxembourg in accordance with Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation European Member State in whose national currency the Notes are denominated has become a participating Member State in the third stage of the European Economic and Monetary Union pursuant (as provided in the Treaty establishing the European Community (the “EC”), as amended from time to time (the EC Treaty “Treaty”)) or events have occurred which have substantially the same effects (in either case, “EMU”), redenominate all, but not some only, of the Notes of any series into Euro and which falls before adjust the aggregate principal amount and the Specified Denomination(s) set out in the applicable Final Terms accordingly, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the currency ceases to be a sub-division “Redenomination Date”. (ii) Unless otherwise specified in the applicable Final Terms, the redenomination of the euro. Beginning on Notes pursuant to Condition 1(d)(i) shall be made by converting the Redenomination Date, notwithstanding the other provisions principal amount of the Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to from the nominal amount of that Note and Receipt in relevant national currency into Euro using the Specified Currency, converted into euro at the fixed relevant national currency Euro conversion rate for conversion established by the Council of the European Union pursuant to the EC Treaty Article 123 (including compliance with rules relating to rounding in accordance with European Community regulations4) provided that, if the relevant Issuer determines, with the agreement of the Agent Treaty and rounding the resultant figure to the nearest 0.01 Euro (which agreement shall not be unreasonably withheldwith 0.005 Euro being rounded upwards). If the Issuer so elects, that the then market practice in respect figure resulting from conversion of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the principal amount of interest in respect of Notes will be calculated by reference to each Note using the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the fixed relevant holder and the amount of such payment national currency Euro conversion rate shall be rounded down to the nearest euro 0.01; and (vi) if Euro. The Euro denominations of the Notes are Floating-Rate Notes, the applicable Pricing Supplement will specify any relevant changes so determined shall be notified to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 1314. The circumstances and consequences described in this Condition 6 and any resulting amendment Any balance remaining from the redenomination with a denomination higher than 0.01 Euro shall be paid by way of cash adjustment rounded to the Terms and Conditions of nearest 0.01 Euro (with 0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Notes will not entitle any Noteholder Redenomination Date in the manner notified to Noteholders by the Issuer. (aiii) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment or renegotiation Upon redenomination of the Notes, any reference in the applicable Final Terms to the relevant national currency shall be construed as a reference to Euro. (iv) Unless otherwise specified in the applicable Final Terms, the Issuer may, with prior approval of the Paying Agent, in connection with any redenomination pursuant to this Condition or (b) any consolidation pursuant to raise any defense or Condition 13, without the consent of the Noteholders, make any claim changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions of this Condition or Condition 13 (including, without limitation, claims any change to any applicable business day definition, business day convention, principal financial centre of breachthe country of the Specified Currency, force majeureinterest accrual basis or benchmark), frustration taking into account market practice in respect of purpose redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Noteholders. Any such changes or impracticabilityadditions shall, in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 14 as soon as practicable thereafter. (v) Neither the Issuer nor any Paying Agent shall be liable to any Noteholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any other claim for compensation, damages currency conversion or any other reliefrounding effected in connection therewith.

Redenomination. If the applicable Pricing Supplement permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders or Couponholders, on giving at least 30 days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear and Clearstream, Luxembourg in accordance with Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Beginning on the Redenomination Date, notwithstanding Notwithstanding the other provisions of these Conditions, with effect from the ConditionsRedenomination Date: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in into euro in the denomination of euro 0.01 with a nominal principal amount for each Note and Receipt equal to the nominal principal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion of such currency into euro established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community Union regulations) provided that); provided, however, that if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld)Fiscal Agent, that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions that specified above, such provisions shall be deemed to be amended so as to comply with w ith such market practice and the relevant Issuer shall promptly notify the Noteholders, any each stock exchange (if any) on which the Notes may be are then listed and any the Paying Agent Agents of such deemed amendmentamendments; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Definitive If Notes have been issued prior to the Redenomination Datein individual certificated form, all unmatured Receipts and Coupons new Individual Note Certificates denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons euro will be issued in exchange for Notes, Receipts and Coupons Individual Note Certificates denominated in the Specified Currency in such manner as the Issuing and Principal Paying Fiscal Agent or the Registrar may specify and from the date on which the Issuer gives notice to the Noteholders that replacement Notes denominated in euro are available for exchange, as shall be stated notified to Noteholders in the Exchange Notice;such notice. (iviii) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in eurothan, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such , payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro by cheque drawn on, or by credit or transfer to to, a euro account (or any other account to which euro may be credited or transferred) specified maintained by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (orpayee with, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are Floating-Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued a bank in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 13. The circumstances and consequences described in this Condition 6 and Principal Financial Centre of any resulting amendment to the Terms and Conditions Member State of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose or impracticability) or any other claim for compensation, damages or any other reliefEuropean Union.

Redenomination. If the applicable Pricing Supplement permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders or Couponholders, on giving at least 30 days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear and Clearstream, Luxembourg in accordance with Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Beginning on With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions: (ia) the Notes and the Receipts Note shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination into such amount of euro 0.01 with a nominal amount for each Note and Receipt equal as is equivalent to the nominal amount of that Note and Receipt its denomination in the Specified Currency, sterling converted into euro at the rate for the conversion of the sterling into euro established by the Council of the European Union pursuant to Article 1091(4) of the EC Treaty establishing the European Communities, as amended by the Treaty on European Union (the “Treaty”) (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed and any Paying Agent of such deemed amendment; (iib) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (Note, other than payments of interest in respect of periods commencing before the Redenomination Date) , will be made solely in euro, unless euro as though references in the Redenomination Date is on or after such date as the Specified Currency ceases Notes to be a sub-division of the Sterling were to euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) as specified by the payee; (vc) the amount SPE may elect that the Note shall be exchangeable for a new Note expressed to be denominated in euro in accordance with such arrangements as the SPE may decide, with the prior approval of interest the Security Trustee, and as may be specified in respect of Notes will be calculated by reference a notice to the aggregate nominal amount of Notes presented Noteholder given in accordance with Condition 13 (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; andNotices); (vid) if the Notes are Floating-Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes will be made to the Conditions applicable to terms and conditions of the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction or other conventions Note as it the SPE may decide, so as with the prior written approval of the Security Trustee, to conform them the Note to the conventions then market practice applicable to instruments denominated in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes other change will not take effect until the next following Interest Payment Date after the Noteholders they have been given notice notified to the Noteholder in accordance with Condition 1313 (Notices). The circumstances and consequences described None of the SPE, the Security Trustee or the Registrar will be liable to the Noteholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of euro or any currency conversion or rounding effected in connection therewith. Definitions: As used in this Condition 6 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose or impracticability) or any other claim for compensation, damages or any other relief.7.4:

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ ' prior notice to Noteholders, Receiptholders, Couponholders, the Issuing Principal Agent and Principal Paying Agent, Euroclear and Clearstream, Luxembourg the Relevant Clearing System in accordance with Condition 1314, may designate a “"Redenomination Date” " for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division subdivision of the euro. Notwithstanding the foregoing, Bearer Notes will not be redenominated at the election of the Issuer pursuant to this Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation section 1. 163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the Terms and Conditions: (ia) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such LN2-9694 37 market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (iib) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01€100,000, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iiic) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “"Exchange Notice”") that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (ivd) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division subdivision of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ve) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vif) if the Notes are FloatingNotes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest-bearing Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 1314. The circumstances and consequences described in this Condition 6 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (ai) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (bii) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.. LN2-9694 38

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the Noteholders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to Noteholders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear Euroclear, and Clearstream, Luxembourg in accordance with Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Notes will not be redenominated at the election of the Issuer pursuant to this Condition 6 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the Conditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (ii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01€50,000, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Issuing and Principal Paying Agent determines and gives notice of to the Noteholders; (iii) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) ; that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. , New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders in the Exchange Notice; (iv) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest nearest: euro 0.01; and (vi) if the Notes are Floating-Rate Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant Issuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders have been given notice in accordance with Condition 13. The circumstances and consequences described in this Condition 6 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.

Redenomination. If the applicable Pricing Supplement Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the relevant Issuer, without the consent of the NoteholdersHolders, Receiptholders Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to NoteholdersHolders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear Euroclear, and Clearstream, Luxembourg in accordance with General Note Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of the these Note Conditions: (ia) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the NoteholdersHolders, any stock exchange on which the Notes may be listed listed, and any Paying Agent of such deemed amendment; (iib) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as Issuer and the Issuing Principal Agent determine and Principal Paying Agent determines and gives give notice of to the NoteholdersHolders in accordance with General Note Condition 13; (iiic) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts Receipts, and Coupons will be issued in exchange for Notes, Receipts Receipts, and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Noteholders Holders in the Exchange Notice; (ivd) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ve) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vif) if the Notes are Floating-Floating Rate Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the relevant IssuerIssuer and the Guarantor, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Noteholders Holders have been given notice in accordance with General Note Condition 13. The circumstances and consequences described in this General Note Condition 6 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder Holder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose purpose, or impracticability) or any other claim for compensation, damages damages, or any other relief.